Exhibit 4.10
CALCULATION AGENCY AGREEMENT
BETWEEN
UNIVERSAL CITY FLORIDA HOLDING CO. I
UCFH I FINANCE, INC.
UNIVERSAL CITY FLORIDA HOLDING CO. II
UCFH I FINANCE, INC.
AND
THE BANK OF NEW YORK TRUST COMPANY,
N.A.
$300,000,000 Senior Floating Rate Notes due
2010
THIS AGREEMENT is made as of
December 9, 2004, between Universal City Florida Holding Co. I, a
Florida general partnership (“Holding I”), UCFH I
Finance, Inc., a Florida corporation (“UCFH I
Finance”), Universal City Florida Holding Co. II, a Florida
general partnership (“Holding II”), UCFH II Finance,
Inc., a Florida corporation (“UCFH II Finance”)
(together, the “Issuers”), whose principal executive
offices are at 1000 Universal Studios Plaza, Orlando, FL
32819-7610, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a New
York banking corporation, whose principal corporate trust office is
at 101 Barclay Street, New York, New York 10286 (together with any
successor, called the “Calculation Agent”).
W I T N E S
S E T H :
WHEREAS, the Issuers propose to
issue and sell certain of their securities designated as
$300,000,000 Senior Floating Rate Notes due 2010 (the
“Notes”) and $150,000,000 8 3 / 8
% Senior Notes due 2010. The Notes will be sold by the
Issuers to J.P. Morgan Securities, Inc. and Banc of America
Securities LLC, as intial purchasers (the “Initial
Purchasers”). The Notes are to be issued under an
Indenture dated as of December 9 2004, between the Issuers and The
Bank of New York Trust Company, N.A., as Trustee (the
“Trustee”) (the “Indenture”). Terms
used but not defined herein shall have the meanings assigned to
them in the Offering Memorandum, dated December 2, 2004, relating
to the Notes (the “Offering Memorandum”).
For the purpose of appointing an
agent to calculate the interest rate based on the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime
Rate or the Treasury Rate, as applicable, on the Notes bearing
interest at a rate calculated with reference to such Base Rates
(the “Floating Rate Notes”), the Issuers and The Bank
of New York Trust Company, N.A. agree as follows:
1.
Upon the terms
and subject to the conditions contained herein, the Issuers hereby
appoint the Calculation Agent as its Calculation Agent and
Calculation Agent hereby accepts such appointment as the
Issuers’ agent for the purpose of calculating the interest
rates on the Notes in the manner and at the times provided in the
Offering Memorandum.
2.
The Calculation
Agent shall exercise due care to determine the interest rates on
the Floating Rate Notes and shall communicate the same to the
Issuers, the Trustee, The Depository Trust Company and any paying
agent identified to it in writing as soon as practicable after each
determination. The Calculation Agent will, upon the request
of the holder of any Floating Rate Note, provide the interest rate
then in effect with respect to such Floating Rate Note and, if
determined, the interest rate with respect to such Floating Rate
Note which will become effective on the next Interest Reset
Date. [The Calculation Agent and the Issuers agree to comply
with the Administrative Procedures attached hereto as Exhibit
A.] No amendment to the provisions of the [Floating Rate
Notes] [Administrative Procedures] relating to the duties or
obligations of the Calculation Agent hereunder may become effective
without the prior written consent of the Calculation Agent, which
consent shall not be unreasonably withheld.
3.
The Calculation
Agent accepts its obligations set forth herein, upon the terms and
subject to the conditions hereof, including the following, to all
of which the Issuers agree:
(a)
The Calculation
Agent shall be entitled to such compensation as may be agreed upon
with the Issuers for all services rendered by the Calculation
Agent, and the Issuers promise to pay such compensation and to
reimburse the Calculation Agent for the out-of-pocket expenses
(including attorneys’ and other professionals’ fees and
expenses) incurred by it in connection with the services rendered
by it hereunder upon receipt of such invoices as the Issuers shall
reasonably require. The Issuers also agrees to indemnify the
Calculation Agent for, and to hold it harmless against, any and all
loss, liability, damage, claim or expense (including the costs and
expenses of defending against any claim (regardless of who asserts
such claim) of liability) incurred by the Calculation Agent that
arises out of or in connection with its accepting appointment as,
or acting as, Calculation Agent hereunder, except such as may
result from the gross negligence, willful misconduct or bad faith
of the Calculation Agent or any of its agents or employees.
The Calculation Agent shall incur no liability and shall be
indemnified and held harmless by the Issuers for, or in respect of,
any actions taken, omitted to be taken or suffered to be taken in
good faith by the Calculation Agent in reliance upon (i) the
opinion or advice of legal or other professional advisors
satisfactory to it or (ii) written instructions from the
Issuers. The Calculation Agent shall not be liable for any
error resulting from the use of or reliance on a source of
information used in good
2
faith and with due care to
calculate any interest rate hereunder. The provisions of this
section shall survive the termination of this
Agreement.
(b)
In acting under
this Agreement and in connection with the Floating Rate Notes, the
Calculation Agent is acting solely as agent of the Issuers and does
not assume any obligations to or relationship of agency or trust
for or with any of the owners or holders of the Notes.
(c)
The Calculation
Agent shall be protected and shall incur no liability for or in
respect of any action taken or omitted to be taken or anything
suffered by it in reliance upon the terms of the Notes, any
noti
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